-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UqlfTH3T353QQSfnGb9+iI47pF9Q2Q1LRP8HGRc/Cr+Rut4yFEzmm94C0sLJ+OTF XISpojqbJUi8kawkxhlbBA== 0001193125-06-204569.txt : 20061006 0001193125-06-204569.hdr.sgml : 20061006 20061006171730 ACCESSION NUMBER: 0001193125-06-204569 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20061006 DATE AS OF CHANGE: 20061006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRUCO LIFE INSURANCE OF NEW JERSEY CENTRAL INDEX KEY: 0001038509 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 222426091 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-62246 FILM NUMBER: 061134731 BUSINESS ADDRESS: STREET 1: 213 WASHINGTON ST CITY: NEWARK STATE: NJ ZIP: 07102 BUSINESS PHONE: 9738022859 MAIL ADDRESS: STREET 1: 312 WASHINGTON ST CITY: NEWARK STATE: NJ ZIP: 07102 POS AM 1 dposam.txt SP SELECT - PLNJ AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON October 6, 2006 REGISTRATION NO. 333-62246 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------- POST-EFFECTIVE AMENDMENT NO. 7 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------- PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY (Exact Name of Registrant) NEW JERSEY (State or other jurisdiction of incorporation or organization) 22-2426091 (I.R.S. Employer Identification Number) C/O PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY 213 WASHINGTON STREET NEWARK, NEW JERSEY 07102-2992 (973) 802-7333 (Address and telephone number of principal executive offices) ----------------- THOMAS C. CASTANO SECRETARY PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY 213 WASHINGTON STREET NEWARK, NEW JERSEY 07102-2992 (973) 802-4780 (Name, address and telephone number of agent for service) Copies to: C. CHRISTOPHER SPRAGUE VICE PRESIDENT, CORPORATE COUNSEL THE PRUDENTIAL INSURANCE COMPANY OF AMERICA 213 WASHINGTON STREET NEWARK, N. J. 07102 (973) 802-6997 ================================================================================ Approximate date of commencement of proposed sale to the public--immediately upon effectiveness If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering [ ] If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box [ ] If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box [ ] Calculation of Registration fee Title of each Amount Proposed Proposed Amount class of to maximum maximum of securities to be offering aggregate registration be registered registered* price per unit* offering price fee ** ------------- ----------- --------------- -------------- ------------ Market value adjustment annuity contracts (or modified guaranteed annuity contracts)... $10,000,000 $10,000,000 $10,000,000 $0 - -------- * Securities are not issued in predetermined units ** Registration fee for these securities in the amount of $2,500.00 was paid at the time the securities were originally registered on Form S-3 as filed by Pruco Life Insurance Company of New Jersey on June 4, 2001 Note: Registrant is filing this Post-Effective Amendment No. 7 to the Registration Statement for the purpose of including in the Registration Statement a Prospectus supplement, which reflects changes to certain underlying funds. The Part 1 that was filed as part of Post-Effective Amendment No. 6 with the SEC on April 19, 2006 as supplemented May 1, 2006, June 9, 2006, August 4, 2006 and August 8, 2006 is hereby incorporated by reference. Other than as set forth herein, this post-effective amendment to the registration statement does not amend or delete any other part of the registration statement. Pruco Life Insurance Company of New Jersey Strategic Partners Annuity One 3 Strategic Partners Plus 3 Strategic Partners Select Strategic Partner Advisor Supplement, dated November 20, 2006 To Prospectuses, dated May 1, 2006 This supplement reflects certain changes to the underlying mutual funds as well as disclosure reflecting the maximum charge for the Guaranteed Minimum Income Benefit ("GMIB") available under Strategic Partners Annuity One 3 and Strategic Partners Plus 3. In the Summary of Contract Expenses section of the prospectus for each of Strategic Partners Annuity One 3 and Strategic Partners Plus 3, we revise the line item pertaining to GMIB to read as follows: Maximum Annual Guaranteed Minimum Income Benefit Charge and Charge Upon Certain Withdrawals-as a percentage of average GMIB Protected Value* 1.00% Annual Guaranteed Minimum Income Benefit Charge and Charge Upon Certain Withdrawals-as a percentage of average GMIB Protected Value (current charge) 0.50%
* We reserve the right to increase this charge up to the maximum indicated upon any reset of the benefit. In Section 2 of each prospectus, we make the following change to the chart setting forth a brief description of each variable investment option, to reflect a subadviser name change: . SP Small Cap Value Portfolio, AST Small Cap Value Portfolio, and Prudential Series Fund Equity Portfolio. Salomon Brothers Asset Management will change its name to ClearBridge Advisers LLC, effective in December 2006. In section 2 of each prospectus, we revise the investment objectives/policies section, and portfolio adviser/sub-adviser section for two Portfolios to read as follows. These new descriptions reflect the addition of sub-advisers as well as revisions to non-fundamental investment policies: . SP LSV International Value Portfolio:
PORTFOLIO STYLE/ ADVISER/ TYPE INVESTMENT OBJECTIVES/POLICIES SUB-ADVISER - ------------- --------------------------------------------------------- ------------------------------------- International SP International Value Portfolio (formerly SP LSV LSV Asset Management, Equity International Value Portfolio): seeks capital growth. Thornburg Investment Management, Inc. The Portfolio normally invests at least 80% of the Portfolio's investable assets (net assets plus borrowings made for investment purposes) in the equity securities of companies in developed countries outside the United States that are represented in the MSCI EAFE Index.
. SP William Blair International Growth Portfolio
PORTFOLIO STYLE/ ADVISER/ TYPE INVESTMENT OBJECTIVES/POLICIES SUB-ADVISER - ------------- ---------------------------------------------------------- ------------------------------- International SP International Growth Portfolio (formerly, SP Marsico Capital Management LLC, Equity William Blair International Growth Portfolio): seeks William Blair & Company, LLC long-term capital appreciation. The Portfolio invests primarily in equity-related securities of foreign issuers. The Portfolio invests primarily in the common stock of large and medium-sized foreign companies, although it may also invest in companies of all sizes. Under normal circumstances, the Portfolio invests at least 65% of its total assets in common stock of foreign companies operating or based in at least five different countries, which may include countries with emerging markets. The Portfolio looks primarily for stocks of companies whose earnings are growing at a faster rate than other companies or which offer attractive growth potential.
This prospectus supplement is intended to amend the prospectus for the annuity you own, and is not intended to be a prospectus or offer for any annuity listed here that you do not own. 2 ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION Registration Fees Pruco Life Insurance Company of New Jersey has registered $150 million of interests in the market value adjusted annuity contracts described in this registration statement. Pruco Life Insurance Company of New Jersey has paid $2,500 to the SEC for the registration fees required under the Securities Act of 1933. Federal Taxes Pruco Life Insurance Company of New Jersey estimates the federal tax effect associated with the deferred acquisition costs attributable to receipt of $1 million of purchase payments over a two year period to be approximately $3,700. State Taxes Pruco Life Insurance Company of New Jersey estimates that approximately $-0- in premium taxes will be owed upon receipt of purchase payments under the contracts. Printing Costs Pruco Life Insurance Company of New Jersey estimates that the cost of printing prospectuses for the amount of securities registered herein will be approximately $16,021. Legal Costs This registration statement was prepared by Prudential attorneys whose time is allocated to Pruco Life Insurance Company of New Jersey. Accounting Costs PricewaterhouseCoopers LLP, the independent registered public accounting firm that audits Pruco Life Insurance Company of New Jersey's financial statements, charges approximately $10,000 in connection with each filing of this registration statement with the Commission. Premium Paid to Indemnify Officers Officers and Directors of Pruco Life Insurance Company of New Jersey are indemnified under a policy that also covers officers and directors of other entities controlled by Prudential Financial, Inc. A portion of the cost of that policy is attributed to Pruco Life Insurance Company of New Jersey. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Registrant, in conjunction with certain of its affiliates, maintains insurance on behalf of any person who is or was a trustee, director, officer, employee, or agent of the Registrant, or who is or was serving at the request of the Registrant as a trustee, director, officer, employee or agent of such other affiliated trust or corporation, against any liability asserted against and incurred by him or her arising out of his or her position with such trust or corporation. New Jersey, being the state of organization of Pruco Life Insurance Company of New Jersey ("PLNJ"), permits entities organized under its jurisdiction to indemnify directors and officers with certain limitations. The relevant provisions of New Jersey law permitting indemnification can be found in Section 14A:3-5 of the New Jersey Statutes Annotated. The text of PLNJ's By-law, Article V, which relates to indemnification of officers and directors, is incorporated by reference to Exhibit 1A(6)(c) to Form S-6 filed August 13, 1999 on behalf of the Pruco Life of New Jersey Variable Appreciable Account. II-1 Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act"), may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. ITEM 16. EXHIBITS (a) Exhibits (1) (a) Form of Distribution Agreement between Prudential Investment Management Services LLC (Underwriter) and Pruco Life Insurance Company of New Jersey (Depositor). (Note 2) (4) (a) Strategic Partners Select Variable Annuity Contract. (Note 3) (b) Strategic Partners Select Variable Annuity Application. (Note 3) (5) Opinion of Counsel as to legality of the securities being registered. (Note 4) (23) Written Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. (Note 1) (24) Powers of Attorney. (a) James J. Avery, Jr., Helen M. Galt, Bernard J. Jacob, Ronald P. Joelson, David R. Odenath, Jr. (Note 4) (b) Scott D. Kaplan, Tucker I. Marr (Note 1) - -------- (Note 1) Filed herewith. (Note 2) Incorporated by reference to Post-Effective Amendment No. 5 to Form S-6, Registration No. 333-85117 filed June 28, 2001 on behalf of the Pruco Life of New Jersey Variable Appreciable Account. (Note 3) Incorporated by reference to Pre-Effective Amendment No. 1 to Form N-4, Registration No. 333-62246, filed November 27, 2001 on behalf of this Registrant. (Note 4) Incorporated by reference to Post-Effective Amendment No. 6 to Form S-3, Registration No. 333-62246, filed April 19, 2006 on behalf of this Registrant. II-2 ITEM 17. UNDERTAKINGS The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10 (a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to the Registration Statement to be signed on its behalf on the 6th day of October 2006. PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY (Registrant) Attest: /s/ THOMAS C. CASTANO By: /s/ SCOTT D. KAPLAN ------------------------ ---------------------------------- THOMAS C. CASTANO SCOTT D. KAPLAN SECRETARY PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and the date indicated. SIGNATURE AND TITLE /s/ * October 6, 2006 - ---------------------------------- JAMES J. AVERY JR. VICE CHAIRMAN AND DIRECTOR /s/ * *By: /s/ THOMAS C. CASTANO - ---------------------------------- ---------------------------------- SCOTT D. KAPLAN THOMAS C. CASTANO PRESIDENT AND DIRECTOR (ATTORNEY-IN-FACT) /s/ * - ---------------------------------- TUCKER I. MARR VICE PRESIDENT, AND PRINCIPAL FINANCIAL OFFICER /s/ * - ---------------------------------- RONALD P. JOELSON DIRECTOR /s/ * - ---------------------------------- BERNARD J. JACOB DIRECTOR /s/ * - ---------------------------------- HELEN M. GALT DIRECTOR /s/ * - ---------------------------------- DAVID R. ODENATH, JR. DIRECTOR EXHIBIT INDEX (23) Written Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm (24) (b) Powers of Attorney: Scott D. Kaplan, Tucker I. Marr EX-99.(23) 2 dex9923.txt CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit (23) Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated March 24, 2006 relating to the financial statements, which appear in Pruco Life Insurance Company of New Jersey's Annual Report on Form 10-K for the year ended December 31, 2005. New York, New York October 6, 2006 EX-99.(24)(B) 3 dex9924b.txt POWERS OF ATTORNEY Exhibit (24)(b) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints THOMAS C. CASTANO and C. CHRISTOPHER SPRAGUE, and each of them severally, his true and lawful attorney-in-fact to sign in his name, place and stead, in any and all capabilities, where applicable: registration statements filed by Pruco Life Insurance Company of New Jersey with the Securities and Exchange Commission, under the Investment Company Act of 1940 and/or the Securities Act of 1933 (including any pre-effective amendments and post-effective amendments thereto), including but not limited to registration statements pertaining to the Pruco Life of New Jersey Strategic Partners Annuity One Variable Annuity (file no. 333-49230), Strategic Partners Select Variable Annuity (file no. 333-62238), Strategic Partners Advisor Annuity (file no. 333-62242), and Prudential Premier Series Variable Annuity (file no. 333-131035). Such appointment as attorney-in-fact also is granted with respect to the following Form S-3 registration statements of Pruco Life Insurance Company of New Jersey: 333- 100713 (pertaining to the Strategic Partners Horizon Variable Annuity), 333-62246 (pertaining to the registration statement for the market value adjustment option that accompanies the Strategic Partners Select Variable Annuity Form N-4 registration statement (333-62238)), and 333-103473 (pertaining to the registration statement for the market value adjustment option that accompanies the Strategic Partners FlexElite Form N-4 registration statement (333-99275). IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of September, 2006. /s/ Scott D. Kaplan ----------------------------- Scott D. Kaplan President and Director POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints THOMAS C. CASTANO and C. CHRISTOPHER SPRAGUE, and each of them severally, his true and lawful attorney-in-fact to sign in his name, place and stead, in any and all capabilities, where applicable: registration statements filed by Pruco Life Insurance Company and Pruco Life Insurance Company of New Jersey with the Securities and Exchange Commission, under the Investment Company Act of 1940 and/or the Securities Act of 1933 (including any pre-effective amendments and post-effective amendments thereto), including but not limited to registration statements on Format N-4, N-6, S-1, S-2 and S-3. IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of September, 2006. /s/ Tucker I. Marr ----------------------------- Tucker I. Marr Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----